Goindi Industries Pvt. Ltd. And Anr. vs Registrar Of Companies

The present appeal is filed by M/s. Goindi Industries Private Limited (for brevity the 'Company') through its director, under Section 252(3) of the

Companies Act, 2013 (for brevity 'the Act') against the order of striking off the name of the company, passed by the Respondent under Section 248 of

the Act, issued vide bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 by Registrar of Companies, the respondent herein.

The Appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 08.03.1994 with CIN U74899 DL1994 PTC057775, having its registered office at Flat No-T3, Krishna

Plaza, Local Shopping Center, Mayur Vihar Phase-II, Delhi-110091, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs.100,00,000/- divided into 10,00,000 equity shares of Rs. 10/-each. The issued, subscribed and

paid up share capital of the Company is Rs. 75,00,000/- divided into 7,50,000 equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

To carry on the business of manufacturing, buying, selling, re-selling, sub-contracting, exchanging, hiring, importing, improving,

assembling, distributing, servicing, repairing and dealing in as also on jobbing industry basis and in other capacity all and every kind of

machineries component parts, replacement part, spare part, accessories, tools, implement and fitting of all kinds, particularly."" and other

main objects.

The Respondent herein had issued Public Notice bearing No. ROC/DELHI/248/STK-5/2912 dated 18.06.2018. Consequently, its name was struck

off vide notice bearing no. ROC/DELHI/248(5)/STK-7/4865 dated 08.08.2018 (name of the company is reflected at Sl. No. 7765).

As per the ROC, Appellant had not filed its Financial Statements and Annual Returns for the Financial Year from 31st March 2015 to 31st March

2017, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off

in terms of provisions of Section 248 of the Companies Act, 2013 read with Rule 7 and Rule 9 of the Companies (Removal of Names of Companies

from the Register of Companies) Rules, 2016.

The Appellant has brought forward the evidence to show that the company was operative as well as the company has two immovable properties.

(i) The copy of lease deed executed between UPIDC and the company on 05.10.1994 for period of 90 years situated at Ghaziabad, Uttar Pradesh.

(ii) Copy of sale deed executed in favour of company on 13.09.2007 for plot of land situated in the State of Tamil Nadu.

(iii) The balance sheets reflecting the immovable properties, excise duty paid for manufacturing activities of the company.

(iv) Copies of the income Tax Returns filed from the year 2013 onwards till strike off along with the TDS certificate for the year 2017-18.

(v) Copies of Bank statements from the period 2015 to 2018.

ROC has filed its reply and stating that they have no objection if the name of company is restored in the Register of Companies, subject to appellant

filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under the

Companies Act, 2013.

The Income Tax Department has filed its reply and stating that they have no objection, if the name of company is restored in the Register of

Companies. It further states that there are no pending cases against the Company and no cash deposits have been made by the company in the period

of demonetization.

The grounds contemplated under section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its name, and where it appears ""just"" to the Adjudicating Authority that the name of the company is to be restored to the Register

of Companies and the Section 252(1) further contemplates that one of the above three conditions are required to be satisfied before exercising

jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The Appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, and the company possess two

immovable properties with manufacturing activities, therefore it could not be termed as a defunct company as per section 252 of the Act. Thus, taking

into consideration the provisions of Section 252(1) of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose

name has been struck off, and such Company is able to demonstrate that it is just to do so, can restore the name of the Company, in the Register and

in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by

Registrar of Companies, the company deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off the name of the company, is hereby declared illegal

and set aside. The restoration of the company's name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding

documents with proper filing fees along with additional fees required under law and completion of all formalities, including payment of any late fee or

any other charges which are leviable by the respondent for the late filing of statutory returns, and also subject to payment of Rs. 25,000/- to be paid to

Prime Minister's Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of

Companies, as if the name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The appeal stands allowed and disposed of in the above terms.

Let the copy of the order be served to the parties.